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EQS-News: Global Fashion Group S.A. / Announcement of the Convening of the General Meeting
Global Fashion Group S.A.: Announcement of the Convening of the General Meeting in Luxembourg on 12 June 2023 according
to article 121 AktG with the objective of Europe-wide distribution
2024-04-26 / 12:30 CET/CEST
Announcement according to article 121 AktG (German Stock Companies Act), transmitted by EQS News - a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.
Global Fashion Group S.A., société anonyme
Registered office: 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg
RCS Luxembourg B 190.907

Convening notice to the annual general meeting of the shareholders of Global Fashion Group S.A. (the "Company")

The annual general meeting of the shareholders of the Company is to be held at the offices of

Arendt & Medernach
41A, Avenue John F. Kennedy
L-2082 Luxembourg, Grand Duchy of Luxembourg

at 9:00 CEST on Wednesday, 12 June 2024 to deliberate and vote on the below agenda (the "Annual General Meeting"). We
are delighted to welcome shareholders to attend our Annual General Meeting in person (videoconference will not be
available).
Shareholders may refer to section D. "Availability of the documentation, attendance and voting procedure" in this
convening notice for further information.
A. Agenda and Proposed Resolutions for the Annual General Meeting of the Company

1. Presentation of the combined consolidated management report of the management board of the Company (the "
Management Board") and of the report of the independent auditor (réviseur d'entreprises agréé) on the Company's
consolidated accounts for the financial year ended 31 December 2023 prepared in accordance with the International
Financial Reporting Standards as adopted by the European Union ("IFRS") and on the Company's annual accounts for
the financial year ended 31 December 2023 prepared in accordance with Luxembourg Generally Accepted Accounting
Principles ("Luxembourg GAAP").
2. Approval of the Company's consolidated accounts for the financial year ended 31 December 2023.
3. Approval of the Company's annual accounts for the financial year ended 31 December 2023.
4. Allocation of results for the financial year ended 31 December 2023.
5. Granting of discharge to Christoph Barchewitz, member of the Management Board, for the exercise of his
mandate during the financial year ended 31 December 2023.
6. Granting of discharge to Gunjan Soni, member of the Management Board, for the exercise of her mandate
during the financial year ended 31 December 2023.
7. Granting of discharge to Matthew Price, former member of the Management Board, for the exercise of his
mandate during the financial year ended 31 December 2023.
8. Granting of discharge to Patrick Schmidt, former member of the Management Board, for the exercise of his
mandate during the financial year ended 31 December 2023.
9. Granting of discharge to Cynthia Gordon, member of the supervisory board of the Company (the "Supervisory
Board"), for the exercise of her mandate during the financial year ended 31 December 2023.
10. Granting of discharge to Georgi Ganev, member of the Supervisory Board, for the exercise of his mandate
during the financial year ended 31 December 2023.
11. Granting of discharge to Carol Shen, member of the Supervisory Board, for the exercise of her mandate
during the financial year ended 31 December 2023.
12. Granting of discharge to Laura Weil, member of the Supervisory Board, for the exercise of her mandate
during the financial year ended 31 December 2023.
13. Granting of discharge to John Baker, member of the Supervisory Board, for the exercise of his mandate
during the financial year ended 31 December 2023.
14. Renewal of the appointment of Ernst & Young as independent auditor of the Company for a period ending at
the general meeting of shareholders approving the annual accounts for the financial year ending on 31 December
2024.
15. Presentation of, and advisory vote on, the remuneration report for the members of the Management Board
and the Supervisory Board for the financial year ended 31 December 2023.
16. Presentation of, and advisory vote on, the revised remuneration policy for the members of the Management
Board and the Supervisory Board.
17. Approval and, to the extent necessary, ratification of the remuneration of the members of the Supervisory
Board, payable annually and for the period of their mandate.

B. Explanatory Notes to the Business of the Annual General Meeting
Resolutions 1 to 4 - Approval of Financial Statements
The Management Board proposes that the Annual General Meeting, after having reviewed the management report of the
Management Board and the report of the independent auditor, approve:
. the consolidated accounts for the financial year ended 31 December 2023 in their entirety, showing a
consolidated net loss of EUR 181.5 million;
. the annual accounts for the financial year ended 31 December 2023 in their entirety, showing a net loss
of EUR 382.4 million;
. allocation of the results of the Company based on the stand-alone annual accounts of the Company prepared
in accordance with Luxembourg GAAP for the financial year ended 31 December 2023 as follows:
. Results of the financial year 2023: Loss of EUR 382.4 million
. Losses brought forward: EUR 2.9 billion
Shareholders are reminded that no vote is required for resolution 1.
Resolutions 5 to 8 - Discharge of Current and Former Members of the Management Board
The Management Board proposes that the Annual General Meeting approve that discharge be granted to each current and
former member of the Management Board, for the execution of their mandates during the financial year ended 31 December
2023.
Resolutions 9 to 13 - Discharge of Current Members of the Supervisory Board
The Management Board proposes that the Annual General Meeting approve that discharge be granted to each current and
former member of the Supervisory Board, for the execution of their mandates during the financial year ended 31 December
2023.
Resolution 14 - Reappointment of Auditor
The Management Board proposes that the Annual General Meeting appoint the auditing firm Ernst & Young as independent
auditor (réviseur d'entreprises agréé) to perform the independent audit of the Company regarding the financial year
ending 31 December 2024.
Resolution 15 - Presentation of and advisory vote on the remuneration report for the financial year ended 31 December
2023 for the members of the Management Board and the Supervisory Board
The Management Board proposes that the Annual General Meeting pass an advisory vote on the remuneration report for the
members of the Management Board and the Supervisory Board for the financial year ended 31 December 2023.
Resolution 16 - Presentation of and advisory vote on the revised remuneration policy for the members of the Management
Board and the Supervisory Board
The Management Board proposes that the Annual General Meeting pass an advisory vote on the remuneration policy for the
members of the Management Board and the Supervisory Board.
The Company has revised its remuneration policy for the Management Board and the Supervisory Board, as previously
approved by the shareholders on 14 June 2023, and submits it to an advisory vote of the Annual General Meeting as
required by Article 7bis of the Luxembourg law of 24 May 2011 on shareholders rights and which became effective on 24
August 2019, as amended (the "Shareholders Rights Law").
The proposed changes relate to the more explicit inclusion of share options and performance options in the remuneration
policy as long-term incentive instruments that may be awarded to Management Board Members as alternatives to the
restricted stock unit and performance stock unit instruments. The explicit inclusion of share options and performance
options have no additional cost to the Company. All other material terms of the remuneration policy remain the same,
including in relation to the ratio mix between fixed and variable components, financial and non-financial performance
criteria, and vesting schedules. Further, some minor administrative edits have been included to remove outdated
references.
Resolution 17 - Remuneration for the Members of the Supervisory Board
The Management Board proposes that the Annual General Meeting approve the remuneration for the members of the
Supervisory Board, payable annually and for the period of their mandate, as follows:
Supervisory Board:
Supervisory Board Audit Committee Sustainability Committee Nomination Committee Remuneration Committee
Chairman EUR40,000 EUR40,000 EUR20,000 EUR10,000 EUR25,000

Vice Chairman EUR10,000            -              -                         -                   - 
Member        EUR30,000           EUR10,000         EUR10,000                  EUR5,000               EUR10,000 

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The Chairman of the Supervisory Board and the Vice Chairman of the Supervisory Board shall be entitled to their fee as Chairman and Vice Chairman respectively, along with the fee for being a member of the Supervisory Board. C. Important Notes about the Annual General Meeting 1. Timing

The Annual General Meeting will start promptly at 09:00 CEST. Shareholders wishing to attend the meeting should arrive at the venue no later than 08:45 CEST. 2. Location of Meeting

The annual general meeting of the shareholders of the Company is to be held at the offices of Arendt & Medernach SA at 41A, Avenue John F. Kennedy, L-2082 Luxembourg. 3. Questions about the Annual General Meeting

If you have any questions about the Annual General Meeting, please contact the Company's agent, Computershare Operations Center ("Agent"):

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